Due Diligence in Mergers and Acquisitions in Emerging Markets： Evaluated Risk Factors From the Academic and Practical View

The obviously ever increasing number of corporate acquisitions in recent decades has improved the general knowledge and awareness of due diligence for both the industry and research. In the current challenging business environment, acquisitions face a higher degree of risk profiles, especially cross-border acquisitions in the emerging markets. Conducting a thorough due diligence investigation in the context of an acquisition is more important now than ever. In a broad analysis, this paper researches the key risk factors in the acquisition process and their assessment within a due diligence audit in the acquisition phase. The task of this paper is to match the academic and practical view in order to give a more complete understanding of risk factors to be covered in due diligence audit. The starting point is the research of academic findings which basically concentrate on common approaches considering financial, legal, commercial, and some other issues in domestic acquisitions and in developed countries. In contrast, this paper considers risk factors in cross-border and emerging markets transactions. In addition, a number of business consultants publish studies based on surveys on this topic which reflect typical risk factors based on experience of their customers being involved in cross-border acquisitions. Their risk assessment consists of specific regulatory, political, and other factors, which may lead to commercial and reputational impediments in cross-border acquisitions. The outcome of the comparison is a comprehended list of evaluated risk factors, whereby the academic findings are complemented and supported by the practical experience in the business consultant＇s studies. Moreover, the practical approach points to the fact that due diligence scope needs to be suited to the dynamics of the markets. The comparison and the comprehended list of evaluated risk factors call for a more integrated system of due diligence and show herein the research deficit. Hence, the novelty is the compendium of evaluated risk factors which should be assessed in the pre-acquisition phase. The originality of the paper is given by a unique analysis of academic work about acquisition due diligence literature and consultant studies from anonymized practical experience based on insider information.

Modeling the factors that influence knowledge transfer in mergers and acquisitions

This paper constructs a model on the factors that influence knowledge transfer in mergers and acquisitions(M&A) and validates it via questionnaire surveys. Using 125valid collected questionnaires, multiple linear regression analysis and hierarchical regression analysis showed that five out of the ten factors had a positive effect on knowledge transfer effect. The ranking of factor importance, from high to low, was knowledge explicitness, relationship quality, learning intent, advanced transfer activities, and learning capability, which is fairly consistent with positive factors observed in other interorganizational knowledge transfer researches. Our results also showed that one of the control variables(size of acquired firm) had neither a direct or indirect effect on knowledge transfer in M&A. Additionally, our research found that knowledge distance and degree of M&A integration had a positive influence on knowledge transfer effect at the early stage after M&A, but had a negative influence at the late stage. Based on this research, several suggestions for knowledge transfer in M&A are proposed.

Selection of Mergers and Acquisitions by Foreign Capital in Open Economies

By a linear Cournot model, the factors associated with the integration of two firms are discussed in terms of their effects on the private surplus and the social welfare in economies with varying extent of openness. Meanwhile, the trade policy of the host government is taken into account. It is concluded that the more open the economy and the more intense the competition, the less profitable the integration; the most important determinant to the changes of the domestic social welfare is the industry strength of the host country. The host authority can enhance the domestic social welfare in two ways： to adjust the trade policy and to only approve the socially desirable cross-border mergers and acquisitions.

The Efficient Market Theory and Mergers and Acquisitions （M＆As） Puzzle： Evidence From Italy

The efficient market theory is a central point in finance. If the capital market is competitive, the investors cannot expect superior gains from their investment strategies with respect to the risk profile. Event studies are an approach to verify the impact of the information on the stock prices. In an efficient market, stock prices should fully, promptly, and quickly capture all the information. Instead, the market shows phenomena of an under-reaction and over-reaction for both the short and the long run. The mergers and acquisitions （M＆As） are examples of anomalies. Often, the bidder companies record the negative abnormal returns for both the short and the long run. In contrast to the efficient market theory, the empirical evidence shows that this phenomenon is widespread in all （or most of） the countries of the world. This work examines the long-run performance in M＆As. For this purpose, 40 bidders were observed in Italy during the period of 1994-2008 among listed companies. The buy and hold abnormal returns （BHARs） methodology was used, with which it was possible to observe the returns for three years following the deal.

A Critical Study of Mergers and Acquisitions

This article presents and analyses the theories with respect to mergers and acquisitions, and list why companies or firms need to be reorganised. Different types of mergers occur under different situations. Mergers between companies which have same products or services called horizontal mergers; mergers between companies which have buyer-seller relationship called vertical mergers; and companies which have different business fields always use conglomerate mergers. The main motive of companies or firms choosing merger or acquisition is synergy.

Mergers and Acquisitions: An Efficiency Evaluation

This article sheds light on how synergies arise through mergers and acquisitions (M&A). Enterprises go through the process of Mergers and Acquisitions (M&A) with the goal of improving performance, increasing efficiency and obtaining business synergy. Prior literature suggests that synergies could arise due to taxes, market power or efficiency improvements. This study evaluates the efficiency of M&A in Brazil among publicly-traded companies. We used models with multiple objectives from Goal Programming and Data Envelopment Analysis (GPDEA), employing accounting indicators as input and output variables, and thus evaluated the emergence of synergy gains. These models allow us to analyze and classify the M&A according to the efficiency obtained in such processes. Some of the M&A cases analyzed were mistakenly considered efficient when used traditional models. And, as expected, the GPDEA was proved to be superior to classical models;however it was noticed that few of the cases investigated were proved to be effective. We presented a new application for multi-objective approach that can be used to assess mergers and acquisitions. The dualapplication of GPDEA provided a greater understanding of efficiency generation in synergy creation by means of M&A.

Economic Policy Uncertainty and Corporate Mergers and Acquisitions

In recent years,the frequent adjustment of the government’s economic policies and the uncertainty of foreign economic situations have made the degree of uncertainty of China’s economic policies rise continuously.The increasing degree of policy uncertainty will inevitably affect the investment and financing decisions of micro enterprises.Then,how does economic policy uncertainty(EPU)affect mergers and acquisitions(M&A)behavior?What’s the mechanism?Based on the above questions,this paper uses the data of non-financial listed companies in the Shanghai and Shenzhen stock exchanges from 2008 to 2018 as a sample to explore the relationship between EPU and M&A.The study shows that rising EPU will promote corporate M&A behavior,and this effect is more significant in slow-growth companies.The relationship between EPU and M&A is affected by corporate governance,stock price volatility and financing constraints.Specifically,the company’s M&A size is more sensitive to EPU with higher level of corporate governance,higher level of stock price volatility,and lesser financing constraints.Further research shows that the rise of EPU will significantly promote the improvement of M&A performance in the short-term,but this effect does not exist in the long-term.Various robustness checks do not change the empirical results of this paper.

Study on the Perceived Risk about the Online Shopping for Fresh Agricultural Commodities and Customer Acquisition

Fresh agricultural commodities have been entering the era of network marketing. However,the coverage population is still relatively small. In this paper,more than 400 online shopping customer survey data are statistically analyzed based on perceived risk multidimensional model by factor analysis method to classify the potential customers' perceived risk,concluding that food safety risks,mental health risk,relative convenience risk,liquidity risk,privacy risk and time risk are the most important risk factors that impact potential customers online shopping of fresh agricultural commodities. By using customers prediction model which is based on the classification and prediction methods to mining potential customers,it comes to the conclusion that men are more likely to purchase fresh agricultural commodities online,specifically,in the male sample,those whose average monthly net purchase cost equals to or is higher than 51 yuan or whose online shopping time equals to or is longer than 3 years and at the same time whose age is younger than 30 are the most potential customers. Finally,it puts forward corresponding countermeasures and suggestions from the perspectives of risk control and effective customer acquisition.

Risk Assessment and Control in Medical Investment,Merger,and Acquisition

The risk assessment and control of medical investment,merger,and acquisition are crucial topics within the medical industry,encompassing various aspects of investment,merger,and acquisition within this sector.The process primarily targets the unique nature and associated risks of the medical industry,focusing on effective risk management and control strategies to facilitate the smooth progression of investment,merger,and acquisition activities.

Evolutionary investment network and the emerging energy power in Central Asia:From the perspective of cross-border mergers and acquisitions

Central Asia is emerging as an important pole of global economic and political power,thanks to its unique location at the heart of Eurasia and its abundance in energy reserves.This study explores the social power change in Central Asia from the perspective of cross-border mergers and acquisitions(M&A)by using the social network method.The main results are as follows:(1)The complexity of the energy M&A network has significantly decreased after the financial crisis in 2008.In the meantime,energy M&A became an important way to enhance energy power for buyer countries.Betweenness centrality is becoming the most significant factor affecting energy power,yet the effect of out-degree is weakening.(2)The community underwent multifaceted restructuring,which reflected the shift of energy power in Central Asia.Kazakhstan is the most powerful country in the energy sector in Central Asia.In addition,East Asian countries/regions,represented by China,are actively enhancing their energy power.(3)Different M&A modes reflect various M&A motivations of countries in the energy sector.In the future,more efforts should be made to promote the establishment of a pragmatic and efficient multilateral energy cooperation mechanism and strength the cooperation of the economy and energy finance when China participates in the energy market in Central Asia.

Mergers and Acquisitions in Ownership Restructuring of Chinese Firms

This paper investigates mergers and acquisitions （M＆A） in the context of firm ownership restructuring in China, via several theoretical lenses including organizational learning and population ecology theories. It highlights the effect of organizational learning on the choice of M＆A in ownership restructuring, based on the assumption that the choice might be favored by poor-performing firms. By employing a hierarchical linear regression model, this article examines the cross-level moderating effects of the density of ownership restructuring patterns on the performance-M＆A relationship. Several key findings have been revealed. At the individual firm level, performance is negatively related to its choice of M＆A. The ownership restructuring pattern that firms adopted is positively associated with its choice of M＆A. Moreover, at the industry level, the density of patterns in an industry positively moderates the performance-M＆A relationship.

Financing Constraints and the Mode of Outward Foreign Direct Investment:Cross-Border Mergers and Acquisitions or Greenfield Investment

In this paper,two investment modes,greenfield investment and cross-border mergers and acquisitions,are introduced on the basis of Manova(2008),and it is found that enterprises with less financing constraints tend to choose cross-border mergers and acquisitions.Therefore,this paper takes Chinese industrial enterprises that conducted cross-border mergers and acquisitions and greenfield investment in 2003−2010 as examples to test the above hypothesis.The result shows that enterprises with lower financing constraints are more likely to choose cross-border mergers and acquisitions,while those with stronger constraints choose greenfield investment.More specifi cally,a 1%reduction in financing constraints raises the probability of choosing cross-border mergers and acquisitions by 2.51%.The authors also find that the influence of financing constraints varies under different investment motivation.For business service and production-related investment,enterprises with lower financing constraints tend to choose cross-border mergers and acquisitions;while for R&D investment,financing constraints have no impact on the choice of investment mode.

The impact of accounting standards convergence on Chinese firms’ overseas mergers and acquisitions

This paper investigates how accounting standards(AS) convergence influences Chinese firms’ overseas mergers and acquisitions(M&As) and shows that this convergence significantly promotes Chinese firms’ overseas M&As.Specifically, we find that both the probability of success and the value of transactions increases significantly in countries that implemented International Financial Reporting Standards(IFRS) prior to 2007.These results suggest that accounting standards(AS) convergence can improve the comparability of accounting information between China and other countries that have adopted IFRS.Moreover, we find that the impact of accounting standards(AS) convergence on state-owned enterprise(SOE) acquirers is weak.These findings demonstrate that accounting standards(AS) convergence can facilitate Chinese firms’ overseas M&As by improving the comparability of accounting information between China and target countries.

Enhancing mergers and acquisition quality,accelerating technological innovation and achieving the second leap of China's steel industry

Over the past 10 years, China＇s steel industry has made a substantial development in terms of scale, and has finally become a steel giant in the world. In the upcoming 10 years, fundamental changes will be made with the economic growth in China. Against this background, China＇ s steel industry will shift from a rapid development to a slow but sound development. In order to fulfill the second leap of China＇s steel industry, based on its current developing status and characteristics, and from the perspective of both national and corporate development, mergers and acquisition are both effective ways to raise the quality of the existing stock of asset in the steel industry, while technological innovation is the solid foundation for its second leap.

媒体报道如何影响并购重组知情交易:合流还是监督?

媒体报道既可能发挥积极的外部监督作用制约知情交易,也可能受到操纵而被信息知情人利用。本文收集2009—2022年A股上市公司并购重组数据,检验事前媒体负面报道倾向对并购重组中知情交易程度的影响。研究结果表明,并购重组首次公告日前媒体负面报道倾向越高,知情交易程度越低;媒体会通过增加诉讼风险和声誉渠道发挥治理作用。进一步分析表明,良好的公司治理环境能够强化媒体负面报道倾向对知情交易的影响;媒体发挥的治理功能在国有企业中相对较弱。事前分析师预测会提升市场整体知情交易水平并弱化媒体的功能。从媒体类型来看,网络媒体对于知情交易的约束作用大于纸媒。此外,媒体对知情交易的抑制效果在480日后不再存在。本研究对于发挥媒体监督作用、提升知情交易监管效率、保护投资者合法利益、维护资本市场公平具有一定的借鉴意义。

2023年全球油气资源并购市场特点及前景展望

2023年,全球油气资源并购交易总数量仅为201宗,基本达到20年内最低水平;但并购交易总金额超过2335亿美元,创下自2012年以来的最高值。2023年世界油气并购市场总体呈现4个方面的特点:一是北美地区交易金额创历史新高,俄罗斯-中亚地区交易数量接近历史最低值;二是各类国际石油公司并购金额整体增加,国际石油巨头发起多宗“超级并购”;三是并购交易的评价油价创2014年来新高,与国际油价走势差异明显;四是北美地区非常规资产并购活动保持活跃,页岩油相关资产交易金额创历史新高。展望2024年,预计油气资源并购交易市场活跃程度将持续提升,国际石油公司将着手优化“并购后”资产组合,国家石油公司或将加大上游资产购买力度。

资本市场开放对企业并购融资的影响研究——基于“陆港通”多期双重差分的经验证据

“陆港通”政策是中国资本市场开放的重要举措。利用这一外生事件,以2010—2019年中国沪深A股并购事件为样本,运用多期双重差分模型检验“陆港通”对企业并购融资的影响,研究结果表明:“陆港通”实施可以降低并购的股权融资成本和债务融资成本,扩大并购的外部融资规模,缓解并购的融资约束程度,并且这种作用在非多元化和非关联企业并购中更加显著。进一步地探究“陆港通”对并购融资的影响机制,可以发现该政策通过改善信息环境和加强治理效应两种途径缓解企业的并购融资问题。因此,并购企业应积极响应“陆港通”政策,从而引入更多成熟的境外投资者,达到提高并购效率、提升并购效果的目的。

数字技术并购对企业创新的影响研究

在数字经济蓬勃发展的趋势下,技术并购成为企业数字化转型的重要途径。文章基于2007—2021年中国A股上市公司数据,利用三重差分法探究数字技术并购对企业创新的影响。研究发现,数字技术并购能够显著促进企业创新,并且研发资源挤入效应、知识溢出效应和市场规模效应是三个重要的作用渠道。异质性分析表明,当主并企业所属行业竞争激烈、所在地区知识溢出便利,主并企业属于劳动密集型,目标企业为大型或科技型企业时,数字技术并购的创新促进作用更明显。此外,数字技术并购能够显著促进目标数字企业创新,当其规模较大、处于成长期或为科技型企业时,促进作用更明显。研究结论为企业数字化转型路径选择和数字经济政策设计实现“创新双赢”提供启示。

技术并购对企业绿色创新的影响研究——来自中国的并购证据

绿色创新是当今社会实现高质量发展的重要支撑与保障,其发展需要企业运用战略进行主动推进,而技术并购正是能够帮助企业推进绿色创新的重要方式。基于2010—2022年沪深A股609家上市公司发生的技术并购事件,通过多时点双重差分法检验了技术并购对绿色创新的影响,研究发现:技术并购能够显著促进企业绿色创新,企业冗余资源与风险感知能力正向调节技术并购与绿色创新之间的关系。为我国企业借助技术并购促进绿色技术创新提供了理论基础与实践依据。

全球金矿资源分布特征、勘查开发格局及展望

黄金是关乎国家安全,具有重要储备意义的战略性矿产资源。全球金矿资源丰富、分布广泛,但大部分查明储量和产量集中于少数国家,开展全球金矿资源分布特征和勘查开发格局研究,对有效布局境外优质金矿资源的勘查开发合作和矿业投资具有重要意义。研究结果表明:①全球90%以上的金储量集中分布于澳大利亚、俄罗斯、南非等18个国家;②北美洲和加拿大是全球大型-超大型金矿床数量最多的国家和地区;③全球大部分金查明储量和大型-超大型金矿床主要分布于显生宙造山带和前寒武纪地块中;④亚洲和中国、南非、俄罗斯是全球金矿勘查开发程度相对较高的地区和国家;⑤金矿勘查投资引领全球固体矿产勘查投资走势,大型矿业公司、金矿资源大国是投资主体;⑥全球金矿勘查热点国家集中于北美洲和南美洲;⑦全球70%的黄金年产量集中于中国、澳大利亚、俄罗斯、加拿大等12个国家;⑧全球黄金需求仍强劲,中国和印度领跑全球,美洲和南部非洲是全球黄金净出口地,亚洲和欧洲是全球黄金净进口地;⑨全球金矿矿业并购活跃,但高度集中于澳大利亚、加拿大两国。展望未来,全球金矿勘查找矿潜力和开发潜力巨大,预测黄金产量与需求量会持续上升,中国将持续为世界最大的黄金消费国。